Your Vote Matters – Upcoming AGM on 6 May 2025

Fellow shareholders, this AGM is our chance to demand accountability and push for the change that BrainChip urgently needs. No matter your holding size, your vote has power. Several key resolutions on the table require serious shareholder consideration. This is how I will be voting and why.

1. Remuneration Report – Vote NO
The board is seeking approval for the remuneration report in a year where the company has once again failed to deliver on any commonly accepted performance metric. The share price is down, and there is no material commercial traction to show for it. Rewarding underperformance sends the wrong message to management and the market.

2. Re-election of Non-Executive Directors – Vote NO
The NEDs seeking re-election have overseen a period of stagnation and shareholder value destruction. It is time for fresh oversight, not a continuation of the same group that has failed to deliver results. We need directors who will challenge the status quo—not protect it.

3. Election of Mr. Steven Liebeskind – Vote YES
Despite the entire board recommending voting against his appointment, this is a pivotal opportunity for change. As a co-founder and former NED, Steven brings intimate company knowledge and an independent mindset. His nomination represents a rare chance to introduce accountability and transparency to a board that appears increasingly detached from shareholder interests. The board’s resistance to appointment Steven speaks volumes - what are they so afraid of?

4. Approval of Restricted Stock Units (RSUs) – Vote NO
Issuing RSUs to directors and executives at this stage is simply not justified. There has been no significant commercial success, no shareholder return, and no operational breakthrough to merit additional rewards. This kind of dilution only compounds the issue of misaligned incentives and weakens shareholder value further.

In summary, I’ll be voting
NO to the Remuneration Report
NO to the re-election of existing NEDs
YES to the election of Steven Liebeskind
NO to the issuance of RSUs

While Peter van der Made, the company’s founder, holds approximately 8% of the register and may have a significant influence on the outcome of voting, it’s important to remember 92% of the register – which includes everyday investors like us – still holds the balance of power. If enough of us stand together and make our voices heard, we can drive the change that is desperately needed at board level.

Let me be clear: I believe in the technology. The potential of BrainChip’s neuromorphic IP and the Akida platform remains promising. There is a real opportunity here for the company to be a global leader in edge AI. But potential alone is not enough.

What we are lacking is a board that can effectively commercialise this innovation. Despite years of development and the strength of the technology, the company has yet to translate groundbreaking technology into meaningful, recurring revenue. Meanwhile, management and the board continue to reward themselves with pay rises, options, and RSUs, even as the share price sinks and shareholder confidence erodes.

It’s time for a recalibration. Time for a board that is aligned with shareholder interests, accountable for performance, and committed to executing on the opportunity in front of us.

Your vote is not symbolic. It is a real, practical tool to influence the future of this company. If you believe as I do that BrainChip still holds great potential but needs stronger governance, commercial focus, and accountability, then your vote is critical.

Vote for change. Demand better. Reclaim shareholder value.

— A concerned long-term shareholder